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Category Archives: Regulation A+

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Massachusetts Challenges Regulation A+

Posted in Regulation A+

On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of SEC’s Regulation A+ rules which relate to preempting state law.  Galvin requests that the Court hold that… Continue Reading

Americans Stand On the Cusp of a Money Revolution

Posted in JOBS Act News, Regulation A+

Americans are standing on the cusp of a revolution in how we access and use money, a revolution that could make our economic lives more secure and our economy more robust. Just as e-commerce freed merchants and customers from geographic boundaries in the delivery of goods, advances in financial technology promise to make it easier… Continue Reading

Effective Date for Reg A+ this Summer

Posted in Regulation A+

Reg A (pron.: reg•gae) has the potential to become an important capital-raising alternative for emerging companies. With the final rules becoming effective on June 19th, turn to Morrison & Foerster for timely advice whether you are contemplating an offering or simply planning ahead.

Complimentary Teleconference: Structuring Your Regulation A+ Offering

Posted in Events, Regulation A+

On April 14, 2015, at 1:00 pm EST, Morrison & Foerster Partners Marty Dunn, David Lynn and Anna Pinedo will lead a teleconference on structuring Regulation A+ offerings. Now that the Securities and Exchange Commission has adopted final rules amending Regulation A, issuers, venture and private equity investors and financial intermediaries may want to consider a Regulation… Continue Reading

PLI Webinar: Capital-Raising using Regulation A+

Posted in Events, Regulation A+

On April 6, 2015, at 1:00 pm EST, Morrison & Foerster Partners Anna Pinedo and David Lynn, and Zachary O. Fallon, Special Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission (invited), will participate in a PLI Webinar on capital-raising using Regulation A+.  On March 25, 2015, the U.S. Securities and Exchange Commission unanimously… Continue Reading

A-Okay, Regulation A+

Posted in Regulation A+, SEC News

This is a very brief, initial summary.  We will be reporting on the final rule in an upcoming alert.  The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital.  The proposing release generated mixed comments, with practitioners largely supporting the SEC’s proposal, and others raising concerns about… Continue Reading

Chair White’s Testimony on SEC Initiatives

Posted in Dodd-Frank News, JOBS Act News, Regulation A+, SEC News

In testimony today, Chair White provided a brief update on various rulemaking initiatives.  She noted that, in connection with the Dodd-Frank Act mandates, the Division of Corporation Finance continues to work to implement provisions of the Dodd-Frank Act relating to executive compensation matters and payments by resource extraction issuers, and is currently conducting the review… Continue Reading

A+ or Not?

Posted in JOBS Act News, Regulation A+, SEC News

The SEC has scheduled an open meeting for this Wednesday to consider whether to adopt rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933 to implement Section 401 of the Jumpstart Our Business Startups Act—or, in other words, whether to adopt the Reg… Continue Reading

Reg A+ Debate Continues

Posted in Regulation A+

The debate regarding state preemption for Tier 2 Regulation A+ offerings appears to continue.  Late last week, a group of Congressmen sent a letter to SEC Chair White reaffirming their view that the SEC has authority to define the term “qualified purchaser” in the context of state preemption and reiterating that the approach taken by… Continue Reading

The More Things Change….

Posted in General Solicitation, Regulation A+, Regulation D, Rule 144A, Rule 506 Rulemaking, SEC News

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A. The SEC has not moved forward with the rules it proposed in 2013 that would make certain changes to Regulation… Continue Reading

Reg A+ Challenged Again

Posted in Regulation A+, SEC News

Another letter to the SEC from the Hill challenges the Regulation A+ proposal.  This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+ offering.  The letter (available here:  http://www.nasaa.org/wp-content/uploads/2014/08/Senate_Regulation-A-Letter-FINAL-08-01-14.pdf) suggests that the SEC through the approach taken in its proposal… Continue Reading

Hearing on Oversight of the SEC’s Division of Corporation Finance

Posted in Crowdfunding, Regulation A+, SEC News

As we previously reported, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified before the House Financial Services Committee on a broad range of matters, including the SEC’s progress in implementing the rules required by the Dodd-Frank Act and the JOBS Act, as well as the Division’s disclosure reform initiative.  Congressmen commented… Continue Reading

Future of Regulation A+ Uncertain

Posted in Regulation A+

Earlier this month a group of Congressmen wrote to SEC Chair White (see letter here:  http://www.sec.gov/comments/s7-11-13/s71113-114.pdf) regarding state preemption for Regulation A+ offerings.  The letter suggests that, at the time that the JOBS Act was being debated and considered, Congress was concerned about sales of securities in Reg A+ offerings to retail investors.  However, the… Continue Reading

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and Reg A+: New Routes for Raising Capital”

Posted in Crowdfunding, Events, Regulation A+

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented generally on a number of comments and questions raised by commenters to the proposals. Mr. Gomez also noted that… Continue Reading

Hearing on Proposed JOBS Act Related Bills

Posted in JOBS Act News, Regulation A+

On May 1st, the House Financial Services Committee will hold a hearing (see:  http://financialservices.house.gov/calendar/eventsingle.aspx?EventID=377434) on various proposed bills related to the JOBS Act.  One of the bills addresses the crowdfunding framework and would have the effect of striking Title III of the JOBS Act and reverting to the House version of the crowdfunding title in… Continue Reading

Under a Clear Blue Sky?

Posted in Regulation A+

On April 8, Commissioner Aguilar and Commissioner Stein spoke at the North American Securities Administrators Association conference. Commissioner Aguilar noted in his remarks that “Regulation A-plus remains a work in progress, and no one can say what the ultimate outcome will be.”  The Commissioner went on to note that a workable exemption would “attract issuers… Continue Reading

Developing a small company mini-IPO market

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

Despite a recent upsurge in U.S. IPO activity, including the high-profile Facebook and Twitter public offerings, IPO activity has been on the decline over the past decade. In fact, between 2001 and 2011 fewer than 100 companies went public each year, compared to an average of 311 annual IPOs between 1980 and 2000. To read… Continue Reading

JOBS Act: From A+ to D

Posted in JOBS Act News, Regulation A+, SEC News

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+.  A number of comment letters already have been filed and are available here: http://www.sec.gov/comments/s7-11-13/s71113.shtml.  Additional comment letters are likely to be received in the next few days.  The letters overwhelmingly support the SEC’s approach. In a recent speech, SEC… Continue Reading

NASAA Comments on SEC’s Regulation A+ Proposal

Posted in Regulation A+, SEC News

Not unexpectedly, on February 19, 2014, the North American Securities Administrators Association sent a letter to the SEC objecting to the preemption of state authority over small corporate offerings by the SEC in its Regulation A+ Proposal and requesting a meeting with Chair White and the Corporate Finance leadership. The Proposal preempts state securities law… Continue Reading

Implementing Regulation A+

Posted in Events, Regulation A+, SEC News

On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading

The plus side of Reg A

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering an IPO on-ramp for so-called emerging growth companies, like Twitter.  But there’s more to the JOBS Act than these better publicized… Continue Reading

Proposed Rules for Reg A+

Posted in Regulation A+

The proposed rules were published in today’s Federal Register. Review the proposed rules here: http://www.mofo.com/files/Uploads/Images/140123-FR-SEC-vol79-no15.pdf.

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506 Rulemaking

2013 has proven to be a strong year for IPOs.  According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012.  The overwhelming majority of these IPOs were completed by issuers that qualified as emerging growth companies.  (The full details… Continue Reading